As Filed With the Securities and Exchange Commission on November 25, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CompuMed, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 95-2860434
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1230 Rosecrans Avenue, Suite 1000, Manhattan Beach, California 90266
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(Address of principal executive offices) (Zip code)
CompuMed, Inc. 1992 Stock Option Plan
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(Full title of the plan)
James Linesch
President
c/o CompuMed, Inc.
1230 Rosecrans Avenue, Suite 1000
Manhattan Beach, California 90266
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(Name and address of agent for service)
(310) 643-5106
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Telephone number, including area code, of agent for service
Copy to:
Bruce A. Rich, Esq.
THELEN REID & PRIEST LLP
40 W. 57th Street
New York, NY 10019
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum Proposed
Title of Amount to offering maximum
securities be price aggregate Amount of
to be registered per share offering registration
registered (1) (2) price fee
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Common
Stock,
$.01 par 320,000
value shares $0.55 $176,000 $48.93
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(1) In addition, pursuant to Rule 416(a) under the Securities Act of
1933, as amended, this registration statement also covers any additional
securities to be offered or issued in connection with a stock split, stock
dividend or similar transaction.
(2) Estimated for the sole purpose of calculating the registration
fee in accordance with Rule 457(h) under the Securities Act of 1933, as
amended, based on the average high and low prices reported on the 18th day
of November, 1998.
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COMPUMED, INC.
COMPUMED, INC. 1992 STOCK OPTION PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is prepared pursuant to
General Instruction E to Form S-8.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registration Statement on Form S-8 (File No. 33-57896) of
CompuMed, Inc. (the "Company"), as filed with the Securities and
Exchange Commission (the "Commission") on February 8, 1993, to
register 1,200,000 shares of the Common Stock, $.01 par value
("Common Stock"), underlying the Company's 1992 Stock Option
Plan.
(b) The Company's Registration Statement on Form S-8 (File No. 33-
63433), as filed with the Commission on October 13, 1995, to
register 360,000 shares of Common Stock underlying the Company's
1992 Stock Option Plan.
(c) The Company's Registration Statement on Form S-8 (File No. 333-
07791), as filed with the Commission on July 9, 1996, to register
400,000 shares of the Common Stock underlying the Company's 1992
Stock Option Plan.
II-1
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ITEM 8. EXHIBITS.
Exhibit No. Description
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3.1 Certificate of Incorporation of the Company
[Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement of Form S-1 (File
No. 33-46061), effective May 7, 1992]
3.2 Certificate of Amendment of Certificate of
Incorporation [Incorporated by reference to
Exhibit 3.1a to Amendment No. 1 to Post-Effective
Amendment No. 1 to the Company's Registration
Statement on Form S-2 (File No. 33-48437), filed
June 28, 1994]
3.3 Certificate of Amendment of Certificate of
Incorporation [Incorporated by reference to
Exhibit 3.1b to Amendment No. 2 to Post-Effective
Amendment No. 1 to the Company's Registration
Statement on Form S-2 (File No. 33-48437), filed
November 7, 1994]
3.4 Certificate of Correction of Certificate of
Amendment [Incorporated by reference to Exhibit
3.1c to Amendment No. 2 to Post-Effective
Amendment No. 1 to the Company's Registration
Statement on Form S-2 (File No. 33-48437), filed
November 7, 1995]
3.5 By-Laws of the Company, as currently in effect
[Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (File
No. 33-46061), effective May 7, 1992]
3.6 Certificate of Designation of Class B Preferred
Stock [Incorporated by reference to Exhibit 4.6 to
the Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1995 (File No. 0-
14210)]
3.7 Certificate of Designation of Class C 7%
Cumulative Convertible Preferred Stock
[Incorporated by reference to Exhibit 3.1 to the
Company's Form 8-K for an event of December 24,
1997]
3.8 Certificate of Correction for the Certificate of
Designation of Class C 7% Cumulative Convertible
Preferred Stock [Incorporated by reference to
Exhibit 3.2 to the Company's Form 8-K for an event
of December 24, 1997]
5* Opinion of Thelen Reid & Priest LLP
10 CompuMed, Inc. 1992 Stock Option Plan
[Incorporated by reference to Exhibit 10 to the
Company's Registration Statement on Form S-8
(Commission File No. 33-63433)]
23(b)* Consent of Thelen Reid & Priest LLP (included in
Exhibit 5).
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24* Power of Attorney (included on signature page of
this Registration Statement on Form S-8).
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Manhattan Beach, State of
California on the 23rd day of November, 1998.
COMPUMED, INC.
By: /s/ James Linesch
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James Linesch, President
POWER OF ATTORNEY
Each director and/or officer of the Company whose signature appears
below hereby appoints James Linesch as his attorney-in-fact to sign in his
name and behalf, in any and all capacities stated below and to file with
the Commission, any and all amendments, including post-effective
amendments, to this Registration Statement.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
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/s/ James Linesch President and Chief November 23, 1998
------------------------ Financial Officer
James Linesch
/s/ Robert B. Goldberg Chairman of the Board November 23, 1998
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Robert B. Goldberg
Director November , 1998
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Herbert Lightstone
/s/ John D. Minnick Director November 23, 1998
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John D. Minnick
/s/ John Romm Director November 23, 1998
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John Romm
/s/ Robert Stuckelman Director November 23, 1998
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Robert Stuckelman
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INDEX TO EXHIBITS
COMPUMED, INC.
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Exhibit
No. Description
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5 Opinion of Thelen Reid & Priest LLP
23(b) Consent of Thelen Reid & Priest LLP (included in Exhibit 5).
24 Power of Attorney (included on signature page of this
Registration Statement on Form S-8).
THELEN REID & PRIEST LLP
ATTORNEYS AT LAW
40 WEST 57TH STREET
NEW YORK, N.Y. 10019-4097
TEL (212) 603-2000 FAX (212) 603-2001
www.thelenreid.com
November 25, 1998
CompuMed, Inc.
1230 Rosecrans Avenue, Suite 1000
Manhattan Beach, California 90266
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to CompuMed, Inc., a Delaware
corporation (the "Registrant"), in connection with the
preparation and filing of a Registration Statement on Form S-8
(the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") in accordance with General
Instruction E of Form S-8, with respect to the registration under
the Securities Act of 1933, as amended (the "Act"), of 320,000
shares (the "Shares") of the Registrant's Common Stock, $.01 par
value, issuable upon the exercise of options (the "Options")
granted or to be granted under the Registrant's 1992 Stock Option
Plan (the "Plan").
For purposes of this opinion we have examined the
Registration Statement, the Certificate of Incorporation, as
amended, and the By-Laws of the Registrant, and such documents,
records, agreements, proceedings and legal matters as we have
deemed necessary to examine. With respect to any documents or
other corporate records which we have examined, we have assumed
the genuineness of all signatures on, and the authenticity of,
all documents submitted to us as originals, and the conformity to
the original documents submitted to us as certified or
photostatic copies.
Based upon the foregoing and subject to the
qualifications stated herein we are of the opinion that:
1. The Registrant is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware.
2. The Shares included in the Registration Statement
to be issued upon the exercise of the Options will be duly
authorized and validly issued, and fully paid and non-assessable
when the Options shall have been properly exercised and the
exercise price shall have been paid for the Shares in accordance
with the terms of the Plan.
We are members of the Bar of the State of New York and
do not hold ourselves out as experts concerning, or qualified to
render opinions with respect to any laws other than the laws of
the State of New York, the Federal laws of the United States and
the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion with
the Commission as Exhibit 5 to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are
in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
